Clyde is a runaway fugitive hiding out in an old woman's mansion. He finds a young woman at the top of the staircase and she explains to him that a long time ago, a curse was put on her after she was caught having an affair by her husband. She must stay upstairs if she wants to stay young and the same rules apply to Clyde if he comes upstairs. When the police search the place, Clyde goes upstairs up to the attic. But in the attic, he finds himself getting weak and the woman turns back into a helpless infant unable to do anything but crawl.